Employee Restrictive Covenant Agreement

“Competitive Business” means the business activities described in Cover Terms under Competitive Business.

“Confidential Information” means non-public information relating to Employer's business, including trade secrets, business methods, customer lists, secret formulas or processes, pricing, technical data, and strategic plans, but excluding information that becomes public through no fault of Employee.

“Covered Customers” means customers, vendors, referral sources, and business partners with whom Employee had material contact or for whom Employee had responsibility during the 12 months before termination of employment.

“Covered Employees” means employees with whom Employee worked or whom Employee managed during the 12 months before termination of employment.

“Passive Public Holdings” means ownership of securities of a publicly traded company representing less than five percent of any class of such company's securities, and interests in diversified mutual funds, index funds, and exchange-traded funds that may hold securities of a Competitive Business.

“Protected Interests” means Employer's Confidential Information, Trade Secrets, customer relationships, workforce stability, and goodwill.

“Restricted Period” means the duration specified in Cover Terms for each covenant, beginning on the date Employee's employment with Employer ends for any reason, subject to the continued-pay condition in the Post-Restructuring Enforcement section for any restructuring termination.

“Restricted Territory” means the geographic area described in Cover Terms under Restricted Territory.

“Solicit” means to directly or indirectly contact, approach, induce, encourage, or provide Confidential Information to any person or entity for the purpose of diverting business away from Employer, but does not include responding to general advertisements or unsolicited inquiries not initiated by Employee, and does not include providing service to a former customer or client who, without any contact instigated by Employee, voluntarily chose to leave Employer and seek Employee's services.

“Trade Secrets” has the meaning given in the Nevada Uniform Trade Secrets Act, NRS 600A.030.

Employer and Employee acknowledge that Employee will receive access to Employer's Protected Interests and that the restrictive covenants in this agreement protect those interests. Employer would not provide Employee with that access absent the protections in this agreement.

The parties agree that this agreement is supported by valuable consideration, namely the compensation, access to Confidential Information, and other benefits Employer provides to Employee under this agreement, which the parties agree are given in exchange for, and are appropriate in relation to, the restrictive covenants. Employer has advised Employee that Employee may consult with an attorney of Employee's choosing before entering into this agreement, and Employee acknowledges having had a reasonable opportunity to do so. Employee acknowledges that the restrictions in this agreement are reasonable and necessary to protect Employer's Protected Interests. This agreement is effective as of the Effective Date listed in Cover Terms.

Employee must treat all Confidential Information as strictly confidential. Employee must not use or disclose Confidential Information except as required to perform authorized job duties or with Employer's prior written consent. Employee's obligations regarding trade secrets continue for as long as the information remains a Trade Secret. Employee's obligations regarding other Confidential Information continue for the period specified in Cover Terms. This covenant does not restrict Employee from working elsewhere.

Nothing in this agreement prohibits Employee from: (a) reporting possible violations of law to any government agency, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, or any other federal, state, or local agency; (b) making disclosures protected under whistleblower provisions of any law; (c) discussing wages, hours, or other terms and conditions of employment as protected by applicable law; (d) testifying truthfully in legal proceedings; or (e) filing a sealed complaint in court using Confidential Information without liability. Pursuant to the Defend Trade Secrets Act (18 U.S.C. § 1833(b)), Employee may not be held criminally or civilly liable for disclosing a trade secret in confidence to a government official or attorney solely for the purpose of reporting or investigating a suspected violation of law, or in a sealed court filing.

Upon termination of employment, Employee must promptly return to Employer all documents, devices, files, credentials, and other materials containing or relating to Confidential Information. Where permitted, Employee must permanently delete electronic copies of Confidential Information from personal devices and accounts. Employee must certify compliance with this section in writing upon Employer's request.

During the Restricted Period, Employee must not Solicit, recruit, hire, or attempt to hire any Covered Employee. This restriction does not prohibit Employee from providing a professional reference upon request or from hiring a person who responds to a general advertisement not directed specifically at Employer's employees. This covenant is drawn no broader than necessary to protect Employer's workforce stability and does not operate as a bar on any former colleague obtaining employment elsewhere.

During the Restricted Period, Employee must not Solicit the business of any Covered Customer. Employee may provide services to a former customer or client whom Employee did not solicit and who voluntarily chose to leave Employer and seek Employee's services, subject to the covenant's stated limits on time, geographical area, and scope of activity.

During the Restricted Period, Employee must not accept, service, or do business with any Covered Customer. This covenant does not restrict Employee from providing service to a former customer or client whom Employee did not solicit and who voluntarily chose to leave Employer and seek Employee's services without any contact instigated by Employee.

During the Restricted Period, Employee must not acquire or hold any active ownership interest in, serve as a director, officer, manager, or advisor to, or have material economic participation in any Competitive Business. Passive Public Holdings are permitted. This covenant does not apply to an Employee paid solely on an hourly wage basis, exclusive of tips or gratuities, and is subject to the Post-Restructuring Enforcement section.

During the Restricted Period specified in Cover Terms for Non-Disparagement, Employee must not make statements that are intended to or reasonably likely to disparage Employer, its officers, directors, employees, products, or services. This section does not restrict Employee from making truthful statements in legal proceedings, providing truthful testimony, making disclosures to government agencies, or exercising rights protected by law.

Notwithstanding any other provision of this agreement, no covenant not to compete in this agreement applies to, and each is void and unenforceable against, an Employee who is paid solely on an hourly wage basis, exclusive of any tips or gratuities (NRS 613.195(3)). This exclusion applies regardless of the consideration provided, the tailoring of the restraint, or any acknowledgement by Employee.

If the termination of Employee's employment is the result of a reduction of force, reorganization, or similar restructuring of Employer, then each covenant not to compete in this agreement is enforceable only during the period in which Employer is paying Employee's salary, benefits, or equivalent compensation, including, without limitation, severance pay (NRS 613.195(5)). For such a termination, the Restricted Period runs no longer than the period for which that pay actually continues.

Employee represents that performing duties for Employer and complying with this agreement does not conflict with any prior agreement, court order, or legal obligation binding on Employee. Employee must promptly disclose to Employer any potential conflict that arises during employment, including any restrictive covenant with a prior employer that may have been assigned to a successor without Employee's consent.

Employer may disclose the existence and terms of this agreement to a prospective employer or business associate of Employee only where Employer has a reasonable, good-faith belief that Employee is likely to breach a covenant that is itself valid and enforceable under NRS 613.195. Employer will not use any such notice to willfully prevent Employee from obtaining employment elsewhere in Nevada. Employee consents to a disclosure made within these limits.

If Employee breaches any restrictive covenant in this agreement, the Restricted Period for that covenant is extended by one day for each day of the breach, up to the original duration of that covenant.

Employee acknowledges that a breach of this agreement may cause Employer irreparable harm for which money damages would be inadequate, and, subject to NRS 613.195 and other applicable law, Employer may seek temporary and permanent injunctive relief and any other appropriate remedy available at law or in equity. If Employer brings an action to enforce a covenant not to compete in this agreement, or Employee brings an action to challenge one, and the court finds either that the covenant applies to Employee while Employee is paid solely on an hourly wage basis, exclusive of any tips or gratuities, or that Employer has restricted or attempted to restrict Employee from providing service to a former customer or client in the circumstances described in NRS 613.195(2), the court shall award Employee reasonable attorney's fees and costs in accordance with NRS 613.195(7).

If any provision of this agreement is found to be unenforceable, the remaining provisions remain in full force and effect. Each restrictive covenant in this agreement is intended to be independently enforceable.

Each restrictive covenant in this agreement survives the termination of Employee's employment for the Restricted Period specified in Cover Terms, and each covenant's survival is independent of the others. Obligations under the Confidential Information and Trade Secret Protection section survive for the Trade Secrets Duration specified in Cover Terms to the extent they relate to trade secrets, and for the Other Confidential Information Duration specified in Cover Terms for other Confidential Information. All other provisions survive to the extent necessary to enforce rights that arose during employment.

Employee may not assign this agreement or any rights or obligations under it. Employer may assign this agreement to an affiliate or a successor that acquires Employer's business through a statutory merger. Employer may assign a covenant not to compete or not to solicit in connection with an asset sale only with Employee's express consent, supported by additional valuable consideration. This agreement is binding on and inures to the benefit of the parties and their respective heirs, successors, and permitted assigns.

This agreement is governed by the law listed in Cover Terms, including NRS 613.195 and NRS 613.200 where Nevada law applies. Disputes will be resolved in the courts of the Governing Law state, subject to non-waivable rights under applicable law.

This agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, understandings, and negotiations on this subject. This agreement may be amended only in writing signed by both parties; any amendment that tightens a restrictive covenant must state the additional valuable consideration given for the new restriction. A party's failure to enforce any provision does not waive that party's right to enforce it later. This agreement may be executed in counterparts, including by electronic signature, each of which is an original.